Terms of Service

Last updated:  March 26, 2024

Welcome to Trestle! Thank you for signing up for our products and services of industry-leading identity data APIs to improve lead management and call operations. 

These Terms of Service govern the access and use of the Services and Trestle Data. The Agreement (as defined below) is entered into between you and Trestle Solutions, Inc., a Delaware corporation (“Trestle,” “we,” or “us”). By creating an account, clicking to accept these Terms of Service, signing an Order with us that expressly incorporates these Terms of Service by reference, or otherwise accessing or using our products and services, you agree to the terms and conditions of this Agreement.

If you accept this Agreement on behalf of an entity, you represent and warrant that: (i) you have authority and the legal capacity to bind that entity to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree to the terms and conditions of this Agreement on behalf of that entity (and all references to “Customer” or “you” in this Agreement refer to that entity).

We may modify this Agreement as described in Section 11.2 below, so you should make sure to check this page from time to time.

  1. Definitions.

1.1. “Affiliate” means in respect of a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party. “Control” means the ownership of, or power to vote in respect of, more than 50% of the voting interests of an entity.

1.2. “Agreement” means these Terms of Service, plus any Orders entered pursuant to these Terms of Service (if applicable), unless a Customer Agreement that was individually negotiated was duly executed by Trestle and Customer. If there is any conflict between these Terms of Service and Customer Agreement, the terms of Customer Agreement should control.

1.3. “Beta Offering” means Services and/or features that are identified as alpha, beta, limited release, developer preview, or any such similarly designated services, products, features, and documentation offered by Trestle in order to test and evaluate them.

1.4. “Customer” means a party who accesses or uses the Services and Trestle Data or places an Order with us.

1.5. “Customer Data” means all electronic data and information submitted by or for Customer to Trestle in connection with the Services.

1.6. “Evaluation Offering” means Services and/or features that are offered by Trestle for the purposes of preliminary evaluation, internal evaluation, proof of concept, trial, or similar purposes.

1.7. “Trestle Data” means information that Trestle makes available to Customer through the Services or pursuant to an Order, consisting of information from publicly available sources and third-party data providers.

1.8. “Metadata” means the data that Trestle generates from its analysis of the Customer Data and other customers’. Metadata is pseudonymized, aggregated, and de-identified wherein the data does not identify or enable identification of the Customer, the Users, or any natural person. Examples of Metadata include:  the number of times a specific data element of Trestle Data has been queried in a period of time (velocity) or the last time a data element has been seen (recency). Metadata is not Customer Data.

1.9. “Order” means an electronic or physical order form signed by or on behalf of Trestle and by or on behalf of Customer, that specifies additional specific terms and conditions pursuant to which the Services are offered to Customer that references these Terms of Service and that includes but not limited to, the applicable trial period, pricing schedule, scope of use, the fees, and the subscription term. 

1.10. “Purchased Services” means the Services and Trestle Data that Customer or its Affiliate purchases under an Order. Purchased Services do not include Services provided pursuant to a free trial.

1.11. “Services” are Trestle’s suite of identity verification products and services (e.g., Reverse Phone API, Real Contact API, Phone Validation API) and Trestle website at https://trestleiq.com/ provided to Customer under an Order or pursuant to a free trial. “Services” exclude Trestle Data.

1.12. “Service Period” is the subscription period defined in your Order, unless earlier terminated in accordance with this Agreement or terms of your Order.

1.13. “User” means an individual who is authorized by Customer to access or use the Services, and who has been provided a user id and password, or other account credential.  For example, Users may include employees, contractors, and agents of Customer.

2. Our Commitments to You

2.1. Services and Trestle Data.  Trestle will make the Services and Trestle Data available to you pursuant to this Agreement.  The Services are comprised of identity verification products and services, some or all of which you may elect to receive.  You will access Trestle Data through the Services, and we will provide the application programming interface(s) and web portal(s) to enable your access.  

Trestle provides certain Services and Trestle Data by employing machine learning techniques that identify patterns in data by using algorithmic models.  These models leverage Trestle Data, Customer Data, and data provided by Trestle’s other customers.  When you submit Customer Data to the Services, Trestle may analyze Customer Data in conjunction with Trestle Data and other customers’ data, to create Metadata to provide results to your query.

2.2. Security of Customer Data.  Trestle will maintain a security program with reasonable and appropriate administrative, physical, and technical safeguards designed to protect your Customer Data against unauthorized access or disclosure. For more information on Trestle’s security initiatives, please see our Security Overview and FAQ, available at https://trestleiq.com/security-and-privacy/.

2.3. Customer Data Deletion.  Upon termination of this Agreement, you may request deletion of your Customer Data.  Subject to the “Use of Customer Data” section below, Trestle will delete Customer Data within 90 days.

2.4. Updates, Changes, New Features. We may update or otherwise change the Services (or any part thereof) from time-to-time in its sole discretion. New, enhanced or additional features that we release as part of the Services shall be subject to these Terms of Service. We may provide notice to Customers of major updates or changes to the Services.

2.5. Privacy and Data Protection.  In connection with our provision of the Purchased Services, Trestle will collect and process personal information pursuant to our Privacy Policy at https://trestleiq.com/privacy-policy/. Our Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Purchased Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

2.6. Support.  We provide support for the Purchased Services in accordance with our service tiers.  In addition, we will make the Purchased Services available 24 hours a day, 7 days a week, in accordance with our Service Level Agreement available at https://trestleiq.com/service-level-agreement/ (or such successor URL as may be designated by Trestle and notified to Customer from time to time) (the “SLA”). Beta Offerings and Evaluation Offerings are not subject to any support obligations.

2.7. Compliance with Laws.  Subject to your use of the Services in accordance with these Terms of Service and the applicable Order(s), we will provide the Services in accordance with laws applicable to our provision of the Services to our customers generally, without regard to your particular use of the Services.

2.8. Beta Offerings and Evaluation Offerings. From time-to-time, we may make Beta Offerings and Evaluation Offerings available to Customers. We will clearly indicate if or which part of the Services are Beta Offerings or Evaluation Offerings. Customer may choose to use Beta Offerings or Evaluation Offerings in its sole discretion. If Customer uses Beta Offerings, Customer shall, at our request, (i) provide us with information as to any errors or defects found by Customer in the Beta Offerings; (ii) inform us of any suggested changes, modifications, or improvements to the Beta Offering; and (iii) provide us with all information and documentation necessary for us to evaluate the results of the testing of the Beta Offerings. 

NOTWITHSTANDING ANYTHING PROVIDED IN THIS AGREEMENT, TRESTLE MAKES NO REPRESENTATION, WARRANTY OR COMMITMENT AND SHALL HAVE NO LIABILITY OR OBLIGATION WHATSOEVER IN RELATION TO THE CONTENT, EFFECT OR USE OF ANY BETA OFFERINGS AND EVALUATION OFFERINGS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION, YOU ARE FULLY LIABLE FOR ANY DAMAGES ARISING OUT OF YOUR OR YOUR AFFILIATES’ USE OF THE SERVICES AND TRESTLE DATA DURING ANY BETA OFFERING OR EVALUATION OFFERING, YOUR BREACH OF THIS AGREEMENT, AND YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER.

We may impose or agree to terms and conditions on the use of Beta Offerings and Evaluation Offerings separate from or in addition to as set forth in these Terms of Service (e.g., on an Order, the trial registration web age, or a separate agreement, which incorporates these Terms of Service by reference). We may change, suspend, or discontinue Beta Offerings and Evaluation Offerings at any time in our sole discretion. Customer uses Beta Offerings and Evaluation Offerings solely at its own risk. We undertake no obligations of any kind to make Beta Offerings and Evaluation Offerings available to any or all Customers. 

3. Your Responsibilities

3.1. General Responsibilities.  Customer will use the Services and Trestle Data in accordance with this Agreement (including these Terms of Services, any Orders, and any Customer Agreements, if applicable). Customer is solely responsible for ensuring that the use of the Services and Trestle Data, including the provision of Customer Data to Trestle as contemplated hereunder, does not violate any applicable laws.

All Customer obligations under this Agreement shall apply fully to its Affiliates and Users. Customer is solely responsible to ensure that its Affiliates and Users access and use the Services and Trestle Data in full compliance with this Agreement. Customer will use commercially reasonable efforts to prevent unauthorized access to or use of the Services and Trestle Data and will notify us without undue delay of any such unauthorized access or use.  

Any breach of this Section by Customer, its Affiliates, or any Users, may result in Trestle’s immediate suspension of the Services; however, Trestle will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy a breach prior to suspension.

3.2. Customer’s Privacy Policy. Customer will not collect, nor provide to Trestle, any Customer Data that is not collected or stored in accordance with applicable laws and its privacy policy (or the privacy policy of its customers, if applicable).  Customer will ensure that its privacy policy is readily accessible to anyone from whom it collects data and, if required by applicable law, provides individuals with the ability to exercise rights applicable to their personal information, such as opting out of disclosure of their personal information by Customer. Customer is solely responsible for obtaining any consent required in connection with its provision of Customer Data to Trestle for the purposes of this Agreement.

3.3. Restrictions.

3.3.1. General Restrictions. 

Customer will not: (a) make any Services or Trestle Data available to anyone other than Customer, its Affiliates, and their respective Users; (b) use the Services or Trestle Data for the benefit of anyone other than Customer or its Affiliates; (c) falsify or alter any unique identifier assigned to Customer, or otherwise obscure or alter the source of queries to the Services; (d) permit direct or indirect access to or use of any Services or Trestle Data in a way that circumvents any usage limits; (e) reproduce, modify, distribute, disassemble, reverse engineer or create derivative works based on any portion of the Services; (f) violate or attempt to violate the security of the Services, or introduce any malicious code into the Services; (g) use the Services or Trestle Data to build a competitive product or service; or (h) submit Customer Data to the Services that contain any information deemed “sensitive” under applicable law (such as government identification numbers, financial account information, or information related to children).

3.3.2. Data Use Restrictions.

Customer is authorized to use the Trestle Data for identity verification, lead verification, identity management, and caller identification, routing, and prioritization use cases, and/or for any additional use case(s) expressly set forth on the applicable Order. 

Customer will not, and shall ensure its Affiliates and Users do not: (a) use the Trestle Data for marketing purposes except to respond to an inbound request; (b) use the Trestle Data in violation of any applicable laws, rules, or regulations or in violation of any third-party right; (c) store or otherwise use the Trestle Data for purposes other than the internal business purposes of the Customer, as contemplated in the applicable Order or Customer Agreement; (d) use the Trestle Data in conjunction with activities prohibited by law; (e) store or cache the Trestle to avoid making additional queries to the Services; (f) merge stored Trestle Data with other data unless it is coded or tagged to indicate Trestle as its source; or (g) use the Trestle Data for file download in a fixed page format (i.e., create a printable, downloadable directory of personal information).

TRESTLE IS NOT A “CONSUMER REPORTING AGENCY” AS THAT TERM IS DEFINED IN THE FAIR CREDIT REPORTING ACT (“FCRA”), AND THE TRESTLE DATA DOES NOT CONSTITUTE “CONSUMER REPORTS” AS DEFINED IN THE FCRA.  As such, the additional protections afforded to consumers, and obligations placed upon consumer reporting agencies, are not contemplated by, nor contained within, this Agreement. Accordingly, Customer may not use the Services or Trestle Data in connection with any FCRA purpose, including but not limited to determining eligibility for credit, insurance, employment, education, housing, benefits, or any other purpose that would require FCRA compliance (or any similar consumer credit law in the United States of America or otherwise).

3.3.3. Resellers and Value-Added Resellers. 

If Customer, as the party who accesses the Services, are reselling or otherwise transferring any part of the Trestle Data to Users (whether or not you modify the Trestle Data prior to distribution), Customer may only use the Trestle Data in connection with the provision of its services to Users in a manner consistent with the use case(s) permitted hereunder and/or as part of an Order and may not store or otherwise use the Trestle Data for any other purpose. In addition, Users may only use the Trestle Data for their own internal use and must comply with the same or substantially similar (but not less strict or protective) data restrictions listed in Section 3.3.2 of this Agreement. Customer shall have data restrictions that are the same or substantially similar (but not less strict or protective) as those set forth in Section 3.3.2 in its User Terms. “User Terms” means Customer’s terms of service with its Users via a click-wrap, browse-wrap, or written agreement. Such agreements shall include language to the effect that: (i) the Trestle Data is provided to Users on an “as is” basis without warranties of any kind; and (ii) Users shall indemnify, defend, and hold harmless Customer from and against all third-party claims, actions, and judgments arising out of their use of the Trestle Data. Customer shall not make any representations or warranties to Users about the Services. In the event that Customer becomes aware of any misuse of the Trestle Data by a User, it shall promptly notify Trestle and take commercially reasonable actions to remedy such misuse.

3.4. Orders and Accounts.  In order to access the Services and Trestle Data, you must enter into an Order or create a user account.  You agree to pay us for the Services that you order through your account or as stated on an Order.  Your Users may also be required to create accounts.  You agree that the account information you provide will be accurate and complete at the time you provide it, and you will maintain and update such information to keep it accurate and complete.  We may contact you and require confirmation of your account information before you use or continue to use the Services.  We reserve the right to terminate any licenses granted hereunder and to refuse to provide you with access to the Services if, in our sole discretion, we determine that any of your account information is, or appears to be, inaccurate, incomplete, or fraudulent.

3.5. Per Query and Per Seat. If you sign up for a Purchased Service sold on a per query basis, you will be charged either for the monthly minimum number of queries to which you agreed or the actual number of queries performed, whichever is greater.  If you sign up for a Purchased Service sold on a per seat basis, you will instead be charged for the number of seat licenses issued to your account during the applicable billing period, prorated for partial periods.  Please note that Trestle may limit or suspend accounts of customers who have purchased seat licenses whose accounts are used to submit queries to the Services with a velocity that is inconsistent, in Trestle’s sole discretion, with the typical query velocity of a single, human user.

4. Proprietary Rights.

4.1. Customer Data.

4.1.1. License to Customer Data.  As between Trestle and you, you own and retain all right, title, and interest in and to your Customer Data.  By submitting any Customer Data to Trestle, you hereby grant to Trestle a limited, royalty-free, non-exclusive, worldwide right and license to store, access, use, copy, and create derivative works from the Customer Data, but only as set forth in this Agreement. In the case of Beta Offerings, this license includes carrying out testing and evaluation of the results of the testing of Beta Offerings.

4.1.2. Responsibility for Customer Data. Customer remains solely responsible for all its Customer Data and represents that it has, and will have, all rights that are necessary to grant Trestle the rights in the Customer Data under this Agreement. Customer further represents that the Customer Data will not, in so far as it relates to Trestle, infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. Further, Customer shall not provide any Customer Data that is not relevant to the Services. 

4.1.3. Use of Customer Data. Customer agrees that we may analyze and store Customer Data for billing, troubleshooting, and to provide identity verification products and services. Customer Data will be stored in an encrypted format for up to 60 days to facilitate billing of the services and for any troubleshooting purposes. Customer Data is also pseudonymized and aggregated with data from other customers to identify patterns and improve the Services for as long as reasonably necessary (but no longer than five years). For clarity, no Metadata created from this analysis and provided through the Services includes any identifiers that indicate that you are a source of Metadata.

4.2. Trestle Data and the Services.

4.2.1. As between Trestle and you, Trestle owns all rights, title and interest in and to the Services, Trestle Data, and Metadata, and any enhancements or modifications thereto.  No rights are granted to you hereunder other than as expressly set forth herein.  Subject to your compliance with all the terms and conditions of this Agreement, and in consideration of your promises reflected herein and your payment of related fees and taxes, Trestle grants to you a limited, royalty-free, non-exclusive, worldwide right and license to access and use the Services and Trestle Data, as set forth in this Agreement, for the duration of this Agreement.

4.2.2. License to Metadata.  To the extent, if any, that this Agreement does not provide us with full ownership, right, title and interest in and to the Metadata, you hereby grant to Trestle a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable, and sub-licensable right to use, copy, modify, adapt, prepare derivative works from, distribute, publish, perform, and display Metadata in all media formats and channels now known or later developed. You agree that Trestle may use Metadata on a non-confidential basis.

4.2.3. Feedback. You grant Trestle a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into our services any suggestion, enhancement request, or other feedback provided by you or Users relating to the Services. You agree that Trestle may use the feedback without compensation or obligation to you on a non-confidential basis.

5. Fees and Payment

5.1. Fees.  Unless otherwise agreed in a signed writing, you will pay all fees specified in any Order.  Except as otherwise specified herein or in an Order, payment obligations are non-cancelable and fees paid are non-refundable, with the understanding that minimum monthly or annual commitments that you purchase cannot be decreased during the Service Period or rolled into any future time.

5.2. Payment.  Payment terms will be specified in an Order, but fees are generally invoiced in advance on all annual or monthly committed amounts.  If you provide credit card information to us, you authorize us to charge the credit card for all Purchased Services listed in the Order for the initial term and any renewal terms.  To the extent the terms regarding fees, payment, contract renewal, and contract term of an Order conflict with the terms of this Terms of Service, the Order will control.

5.3. Unauthorized Access.  In the event of unauthorized access of the Services or Trestle Data through your account, you should immediately notify us.  You will remain responsible for all fees incurred through your account until the time you notify us of the unauthorized access.  You shall not be responsible for unauthorized access caused by our gross negligence or willful misconduct.  Our records will presumptively determine your usage of the Services and fees due hereunder, and we reserve the right to issue refunds or credits at our sole discretion, provided that we will honor any Service Credits (as defined in the SLA) accrued under the SLA.  If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future.

5.4. Taxes.  Our stated fees do not include any taxes, duties, or other governmental assessments, including, for example, value-added, sales, use or withholding taxes, that are assessable by any jurisdiction whatsoever (collectively, “Taxes”).  You are solely responsible for paying all Taxes associated with any payment made to us. If we have a legal obligation to pay or collect Taxes for which you are responsible, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate.  Notwithstanding the foregoing, we are solely responsible for taxes assessable against us based on our income and employees.

5.5. Errors.  If a price stated on an Order is determined by us, in our sole discretion, to be in error, we are not under any obligation to offer you access to the Services at that price.  We will notify you of the error and give you the opportunity to cancel your order and obtain a refund if payment has already been made.  If you believe someone else has used your account or you are being charged for a product you do not have, please contact your account representative or support@trestleiq.com.

5.6. Overdue Charges.  Without limitation on our rights and remedies, we may charge late interest on any unpaid amount due at the rate of one and one half percent (1.5%) of the outstanding balance per month, or at the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date it is paid.  You will be responsible for all costs we incur in connection with the collection of unpaid amounts, including court costs, attorneys’ fees, collection agency fees and any other associated costs.

5.7. Suspension and Payment Disputes.  If you owe any fees under this Agreement that are more than 45 days overdue, we may, without limiting our other rights and remedies, accelerate your unpaid fee obligations so that all obligations under your Agreement immediately become due and payable.  We may also suspend Services until such amounts are paid in full; however, we will give you at least 10 days’ prior notice before suspending the Services, unless you pay by credit card or direct debit and your payment has been declined.  We will not exercise our late payment rights, however, if you are disputing the charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

5.8. Fee Disputes. If you dispute any fees or taxes, you must act reasonably and in good faith and cooperate diligently with us to resolve the fee dispute. You must notify us in writing if you dispute any portion of any fees paid or payable by you pursuant to this Agreement. You must provide that written notice to us within fifteen (15) days of the date we issued the invoice to you for the fees you intend to dispute. We will work together with you to resolve the dispute promptly. We shall not be required to provide access to the Services during the fee dispute.

5.9. Purchases through Third Parties.  If you have purchased the Services through a third party, this Section 5 may not apply to you. We are not liable to you for any claims related to purchases made through third parties, so please contact the third party directly.

6. Term and Termination.

6.1. Term.  This Agreement commences on the date you first accept it by using or gaining access to the Services.  Each Order will identify the initial subscription period for the applicable Services. Unless otherwise provided in your Order, you agree that you have purchased the Purchased Services and access to Trestle Data on an annual (12-month) commitment.

6.2. Renewal. Unless otherwise provided in your Order, your Order(s) will renew annually thereafter for 12-month periods unless one of us provides the other with written notice of termination at least 30 days prior to the end of the annual term.  After the initial term, if Trestle’s pricing increases, Trestle will give you at least 60 days prior notice of the planned increase, and increases will take effect at renewal.

6.3. Termination for Cause.  Either Trestle or Customer may terminate this Agreement for cause if the other party (i) materially breaches this Agreement, and has not cured the breach within 30 days of receiving written notice from the other party, or (ii)  becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors or cancellation or readjustment of substantially all of its obligations.

6.4. Effect of Termination.

6.4.1. Payment on Termination.  If Customer terminates this Agreement in accordance with Section 6.3(i) above, Trestle will refund you any prepaid fees covering the remainder of the term of the applicable Order(s) after the effective date of termination.  If this Agreement is terminated by Trestle in accordance with Section 6.3(i) above, Customer will pay any unpaid fees covering the remainder of the term of all Orders to the extent permitted by applicable law.  In no event will termination relieve Customer of its obligation to pay any fees payable to Trestle for the period prior to the effective date of termination.

6.4.2. Upon the date any termination, suspension, limitation or discontinuation under this Agreement become effective, the right to access and use the Services granted to the Customer will immediately cease, Customer shall immediately cease all use of and access to the Services and Trestle Data, and all fees payable up until the date of termination shall become due.

6.4.3. Trestle may dispose of any Customer Data in its possession at any point after termination of this Agreement.

6.4.4. Trestle shall not be liable to Customer or any other third party for any damages resulting from the termination, suspension or limitation of Customer’s and its User’s access to the Services and Trestle Data, if such termination, suspension, limitation or discontinuation is in accordance with this Agreement.

6.5. Survival.  Section 1 (Definitions), Section 2.6 (Privacy and Data Protection), Section 3 (Your Responsibilities), Section 4 (Proprietary Rights), Section 5  (Fees and Payment), Section 6 (Term and Termination), Section 7 (Confidentiality), Section 8 (Warranties), Section 9  (Indemnification),  Section 10 (Limitation of Liability), and Section 11 (Miscellaneous) will survive any termination or expiration of this Agreement for so long as Trestle retains possession of Customer Data.

7. Confidentiality.

7.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of Trestle includes the Services, Trestle Data, Metadata, and the terms and conditions of this Agreement and all Orders.

Confidential Information does not include any information that (i) is or becomes generally known to the public without the Receiving Party’s breach of any obligation hereunder, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is lawfully disclosed to the Receiving Party by a third party without restriction on the disclosure, or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

7.2. Protection of Confidential Information.  The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of similar kind, but not less than reasonable care, and will not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement.  Except as otherwise authorized by the Disclosing Party in writing, the Receiving Party will limit access to Confidential Information of the Disclosing Party to those employees, contractors and agents who need access for purposes consistent with this Agreement.  Neither party will disclose the terms of this Agreement or any Order to any third party other than its Affiliates (who are bound by all obligations hereunder), and legal counsel and accountants who are bound by professional obligations of confidentiality.

7.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if compelled by law or regulation, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure and/or seeks a protective order or other appropriate remedies to prevent dissemination of Confidential Information. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

8. Warranty and Disclaimers.

8.1. Trestle Warranties.  During the term of this Agreement, Trestle will not materially decrease the overall security or the overall functionality of the Purchased Services.  For any breach of the warranties contained in this section 8.1, your exclusive remedies are those described in the “Termination for Cause” and “Payment on Termination” sections.

8.2. Warranty Disclaimers.  Trestle makes no representations, warranties or guarantees, whether express or implied, regarding the accuracy, completeness, timeliness, or reliability of any Trestle Data or other information displayed, uploaded, or distributed through the Services.  Neither Trestle, nor its Affiliates and licensors make any warranty that the Services will be free of errors or omissions or that access thereto will be continuous, secure, or free from bugs or viruses or uninterrupted.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND TRESTLE DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, TRESTLE AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING FROM A PARTICULAR COURSE OF DEALING OR USAGE OR TRADE. NO INFORMATION OR ADVICE PROVIDED BY TRESTLE, ITS AFFILIATES, OR BY ITS EMPLOYEES, CONTRACTORS OR AGENTS, SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED HEREUNDER.

8.3. Third-Party Services. Trestle makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content, effect or use of any third-party services, including third-party websites or any transactions completed, and any contract entered into by Customer, with any such third party providing third-party services. Any contract entered into, and any transaction completed via any third party is between Customer and the relevant third party, and not Trestle. Trestle recommends that Customer refers to the third party’s terms and conditions and privacy notice prior to using the relevant third-party services. Customer is solely responsible for and may only use third-party services at its own risk.

9. Indemnification.

9.1. Indemnification by Us.  We will defend you and your Affiliates against any claim, demand, or proceeding made or brought against you by a third party alleging that the Services infringe such third party’s patent, copyright, mask work, trademark or trade secret (a “Claim”), and will indemnify you from any damages, attorney fees and costs finally awarded as a result of a Claim, provided that you (a) promptly give us written notice of the Claim, (b) give us sole control of the defense and settlement of the Claim (except that we may not settle any Claim unless it unconditionally releases you from all liability), and (c) give us reasonable assistance, at our expense.

If we receive information about an infringement claim related to any of the Services, we may, in our discretion (i) modify the Services so that they are no longer claimed to infringe, (ii) obtain a license for your continued use of your Purchased Service, or (iii) terminate your Order(s) for the allegedly infringing Service with 30 days’ prior written notice.  We will refund you any prepaid fees covering the remainder of the term of all affected Orders.

These defense and indemnification obligations do not apply if (1) a Claim arises from the use or combination of the Services with software, hardware, data, or processes not provided by Trestle, if the Services or use thereof would not infringe without such combination; (2) a Claim arises from Services under an Order for which there is no charge; or (3) a Claim arises from your or your Affiliates’ breach of this Agreement.

9.2. Indemnification by You.  You will defend Trestle, its Affiliates, and data providers against any claim, demand, or proceeding made or brought against us by a third party (a) alleging that any Customer Data or your use of Customer Data with the Services infringes or misappropriates such third party’s intellectual property rights, or (b) arising from Customer’s use of the Services or Trestle Data in an unlawful manner or in violation of the Agreement or Order (a “Claim Against Trestle”), and will indemnify us from any damages, costs and attorney fees finally awarded as a result of a Claim Against Trestle, provided that Trestle (c) promptly gives you written notice of the Claim Against Trestle, (d) gives you sole control of the defense and settlement of the Claim Against Trestle (except that you may not settle any Claim Against Trestle unless it unconditionally releases us from all liability), and (e) gives you reasonable assistance, at your expense.  Customer’s defense and indemnification obligations do not apply if a Claim Against Trestle arises from Trestle’s breach of this Agreement or any Orders.

9.3. Exclusive Remedy.  This Section 9 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.

10. Limitation of Liability.

10.1. Limitation of Liability.  IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.  THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION.

10.2. No Consequential Damages.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.

11. Modifications.

11.1. Trestle Services.  We may change, suspend or discontinue any aspect of our products and services at any time, including the availability of any feature, database, or content. If a change would have a material adverse effect on your use of the Services, we will provide you at least 30 days’ notice, and if you disagree with the change, your exclusive remedy is to terminate the Agreement by providing ten business days’ written notice to us, and to stop using Trestle’s products and services.

11.2. Terms of Service.  We may modify these terms from time to time, and the modified version will replace the prior versions.  We will use commercially reasonable efforts to provide you with advance notice of any material changes via email, by posting a notice on https://trestleiq.com/, or through messaging provided to logged-in Users.  We will post the most current version on the Trestle web site, and the changes are effective on the date we post the new Agreement.  It is your responsibility to review these terms prior to each use.  If the modifications of these terms negatively impact you, and you disagree with the modifications, your exclusive remedy is to terminate your Agreement, including all Orders, by providing at least five business days’ written notice to us.  You must provide this notice within 60 days of the time Trestle posts the modified Terms of Service.  Your continued use of our products and services will be subject to the modified terms.

12. Miscellaneous.

12.1. Notices.  We may provide you notice of changes or any other matter by displaying notices to you generally through the Trestle web site or customer portal or, at our option, by using any contact information you have provided to us.  You agree that notice by the foregoing means shall be deemed complete when posted by Trestle or transmitted to you.  All legal notices to Trestle shall be delivered in writing and must be sent by either overnight courier or certified mail, return receipt requested to:

Trestle Solutions, Inc.

Attn: Legal Department

12819 SE 38th St #263

Bellevue, WA 98006

with a copy (which shall not constitute notice) to:  legal@trestleiq.com.

12.2. Time Limitation on Claims and Causes of Action. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement or your use of the Services and Trestle Data must be filed within one year after such claim or cause of action arose. Any claim not filed within the foregoing one-year period shall be forever barred.

12.3. Governing Law, Venue. This Agreement and your use of the Services and Trestle Data shall be governed by and construed in accordance with, the laws of the state of Washington as they apply to agreements made and solely performed therein.  You irrevocably consent and waive all objections to personal jurisdiction and venue in the state and federal courts located in King County, Washington, USA for any action arising out of or relating to this Agreement, Trestle, the Services, and the Trestle Data.

12.4. Third-Party Beneficiaries.  Except when Trestle’s data providers are specifically referenced, there are no third-party beneficiaries under this Agreement.

12.5. Confirmation of Compliance.  If Trestle has knowledge or a reasonable suspicion of your or your Affiliates’ non-compliance with this Agreement, we (or our authorized representative) may request information from you to confirm your compliance.  This information may include, but not be limited to, architecture and data flow diagrams, copies of processing logs, and interviews with relevant engineers and stakeholders.  You will promptly, but in no less than ten business days, provide us with all information we reasonably request, and will make available via telephone or video conferencing appropriate personnel in furtherance of these requests.  We will take reasonable measures to ensure that our requests do not unreasonably disrupt your business operations.  We will each bear our own costs with respect to any informational requests conducted hereunder.

12.6. Waiver, Severability and Assignment. Trestle’s failure to enforce a provision is not a waiver of its right to do so later. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such decision will not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. You may not assign any of your rights under these Terms of Service without our written consent.  We may assign our rights to our Affiliates, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

12.7. No Agency. The parties are independent contractors.  Nothing herein will be construed to create a partnership, joint venture or any type of agency relationship between Trestle and you.

12.8. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between Trestle and you regarding your use of the Services and Trestle Data and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in any order documentation, excluding an Order, is void. In the event of any conflict or inconsistency between this Agreement and an Order, the Order shall control.  Titles and headings of sections of this Agreement are for convenience only and do not affect the construction of any provision of this Agreement.

THESE TERMS OF SERVICE ARE EFFECTIVE FOR ALL ORDERS ENTERED INTO ON OR AFTER THE DATE FIRST REFERENCED ABOVE.

Previous Terms of Service: https://trestleiq.com/terms-of-service-2022/

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